Allowed

Ninth Estate and Properties Pvt. Ltd. v. ----------------------------

Bombay HC29 Oct 2010CSP/324/2010

Case brief

AI extract

What is this about?

The High Court of Bombay granted the requested sanction for a scheme of amalgamation under Sections 391-394 of the Companies Act, 1956, involving four transferor companies and their shareholders with the transferee company, ABG International Private Limited. The court accepted undertakings from the petitioners regarding statutory compliances and amended memorandum of association.

What did the court decide?

The Company Scheme Petitions were made absolute in terms of their prayer clauses; undertaking accepted for amended Memorandum of Association.

Ninth Estate and Properties Pvt. Ltd. Vs… — Company and Corporate | Bombay HC (2010)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO. 323 OF 2010

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 264 OF 2010

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FOURTH LAND DEVELOPERS PRIVATE LIMITED …Petitioner / Transferor

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Company No. 1

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AND

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COMPANY SCHEME PETITION NO. 324 OF 2010

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 265 OF 2010

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NINTH ESTATE AND PROPERTIES PRIVATE LIMITED …Petitioner / Transferor

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Company No. 2

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AND

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COMPANY SCHEME PETITION NO. 325 OF 2010

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 266 OF 2010

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FIFTH PROPERTIES PRIVATE LIMITED …Petitioner / Transferor Company No. 3

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AND

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COMPANY SCHEME PETITION NO. 326 OF 2010

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 267 OF 2010

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WASTE RE-ENERGY PRIVATE LIMITED …Petitioner / Transferor Company No. 4

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AND

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COMPANY SCHEME PETITION NO. 327 OF 2010

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 268 OF 2010

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ABG INTERNATIONAL PRIVATE LIMITED …Petitioner / Transferee Company

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In the matter of:

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The Companies Act, 1956;

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AND

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In the matter of:

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Sections 391 to 394 of the Companies Act, 1956;

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In the matter of:

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The Scheme of Amalgamation of:

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(i) Fourth Land Developers Private Limited (“ Transferor Company No. 1 ”); and (ii) Ninth Estate and Properties Private Limited (“ Transferor Company No. 2 ”);

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and

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(iii) Fifth Properties Private Limited (“ Transferor Company No. 3 ”);

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and (iv) Waste Re-energy Private Limited (“ Transferor Company No. 4 ”);

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with

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(v) ABG International Private Limited (“Transferee Company” ) and their respective shareholders.

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CORAM : S.J. Kathawalla J.

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DATE : 29^th October, 2010

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Mr. Sayantan Banerjee i /b. AZB & Partners, Advocate for the Petitioners in all Petitions.

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Dr. T. Pandian, Dy. Official Liquidator, in C.S.P. No. 323 of 2010 to C.S.P. No. 326 of 2010.

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Mr. C. J. Joy and Mr. Vishwajit Sawant i/b Mr. S.K. Mohaptra for Regional Director in all Petitions.

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PC:

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Heard learned counsel for the parties.

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Fourth Land Developers Private Limited (“ Transferor Company No. 1 ”); Ninth Estate and Properties Private Limited (“ Transferor Company No. 2 ”); Fifth Properties Private Limited (“ Transferor Company No. 3 ”) and Waste Re-energy Private Limited (“ Transferor Company No. 4 ”) (Transferor Company No. 1, Transferor Company No. 2, Transferor Company No. 3 and Transferor Company No. 4 collectively as the “ Transferor Companies ”) with ABG International Private Limited (“ Transferee Company” ) and their respective shareholders.

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Counsel appearing on behalf of the Petitioner Companies have stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The Undertaking is accepted.

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The Official Liquidator has filed a report in Company Scheme Petition Nos. 323 of 2010 to 326 of 2010 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved.

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The Regional Director has filed an affidavit stating therein that save and except what is stated in paragraph 6 thereof, the scheme does not appear to be prejudicial to the interest of the shareholders and the public. In paragraph 6 of the said affidavit the Regional Director has stated that :-

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“ Clause 12 of the Scheme deals with change in other objects of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with the provisions of section 40

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read with section 18 of the Act and to file amended copy of Memorandum of Association alongwith Form No.21 with the Registrar of Companies .”

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In response to the aforesaid issue raised by the Regional Director, the counsel appearing for the Petitioners gives an undertaking on behalf of the Transferee Company that the Transferee Company will comply with the provisions of Section 40 read with Section 18 of the Act and to file amended copy of Memorandum of Association alongwith Form No. 21 with the Registrar of Companies. The undertaking is accepted.

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From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme.

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Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 323 of 2010 filed by Transferor Company No. 1 is made absolute in terms of the prayer clauses (a) to (k). The Company Scheme Petition No. 324 of 2010 filed by Transferor Company No. 2 is made absolute in terms of the prayer clauses (a) to (k). The Company Scheme Petition No. 325 of 2010 filed by Transferor Company No. 3 is made absolute in terms of the prayer clauses (a) to (k). The Company Scheme Petition No. 326 of 2010 filed by Transferor Company No. 4 is made absolute in terms of the prayer clauses (a) to (j). The Company Scheme Petition No. 327 of 2010 filed by the Transferee Company is made absolute in terms of the prayer clauses (a) to (o).

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The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order.

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The Petitioners in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Scheme Petition Nos. 323 of 2010 to 326 of 2010 to pay costs of Rs.10,000/each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today.

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Filing and issuance of the drawn up order is dispensed with.

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All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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(S.J. Kathawalla J.)

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Ninth Estate and Properties Pvt. Ltd. v. ----------------------------

Case brief

What is this about?

What did the court decide?

Ninth Estate and Properties Pvt. Ltd. v. ----------------------------

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

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